AXA launches its 2023 employee share offering (Shareplan 2023)

As each year, the AXA Group offers to its employees, in and outside of France, the opportunity to subscribe to

shares issued by way of a capital increase reserved to employees.

The 2023 offering, called Shareplan 2023, will take place in 40 countries and will involve more than 110,000

employees who will, in most countries, be offered the opportunity to participate in both a classic offer and a

guarantee plus offer.

➢   ISSUER

AXA, ICB sectorial classification:

Industry : 8000, Financials

Supersector : 8500, Insurance

Sector : 8530, Non life Insurance

Subsector : 8532, Full line Insurance

➢   SHARES TO BE ISSUED

◆ Date of the Shareholders’ Meeting having authorized the capital increase: April 27, 2023.

◆ Dates of the Board of Directors’/Chief Executive Officer’s decision acting upon delegation of the Board of Directors: June 15, 2023 (principle of the offering and fixing of the reservation period) and expected on October 11, 2023 (fixing of the Reference Price, the Subscription Prices and the dates of the retraction/subscription period).

◆ Type of share proposed, maximum number: pursuant to (i) the 22nd resolution adopted by the Shareholders’ Meeting of April 27, 2023 and (ii) the decision of the Board of Directors of June 15, 2023, the offering will consist of the following:

▶ An issue, without preferential subscription rights, of shares offered at a Subscription Price equal to:

- under the classic offer, for all countries: 80% of the Reference Price;

- under the guarantee plus offer, for all countries: 92.40% of the Reference Price.

▶ The Reference Price will be equal to the arithmetical average of the 20 daily VWAPs (volume-weighted average prices), i.e. the arithmetic average of the average prices of the AXA shares exchanged in one trading day, weighted by the number of AXA shares exchanged for each price on Compartment A of Euronext Paris (excluding opening and closing prices), over a period of 20 consecutive trading days ending on the last trading day before the Chief Executive Officer acting upon delegation of the Board of Directors of AXA, officially sets the opening date of the retraction/subscription period.

▶ The initial personal investment of the employees subscribing to the guarantee plus offer will be guaranteed by a partner bank (Natixis) and the subscribers will benefit from the greater of (i) an annual return of 5% capitalized on the amount of their personal investment, or (ii) four times the average protected increase of the AXA’s share price calculated over the holding period and applied on their personal investment.

▶ The maximum number of new shares that may be issued pursuant to the offering is 58,951,965 shares, corresponding to a capital increase of a nominal amount of approximately Euro 135 million.

▶ The new shares will be eligible for dividends declared in respect of periods as of January 1st, 2023.

➢   CONDITIONS RELATING TO SUBSCRIPTION

◆ Beneficiaries of the offering: unless local law requires otherwise, the individuals eligible for the offering

are:

- Employees who are under a valid work contract (open-ended or fixed-term) with one or more of the eligible AXA entities, members of the AXA International Group Employee Stock Purchase Plan (Plan International d’Actionnariat de Groupe or P.I.A.G.) or the AXA French Group Employee Savings Plan (Plan d’Epargne d’Entreprise de Groupe or P.E.E.G.), who are on the payroll on the first day of the reservation period and on the last day of the retractation/subscription period, and having on the last day of the retraction/subscription period at least 3 months of prior continuous or discontinuous service over the period running from January 1st, 2022 to the last day of the retraction/subscription period, pursuant to Article L.3342-1 of the French Labor Code;

- Former employees of eligible entities (retired or semi-retired from these entities), having kept assets in an Employee Stock Ownership Fund (FCPE) and/or securities in a registered account within the AXA P.I.A.G. or the AXA P.E.E.G.;

- As well as general insurance agents in France having an individual mandate with an entity that is a member of the P.E.E.G. and who market the products of such entity. This agreement must have been into effect for at least 3 months on the last day of the retraction/subscription period, pursuant to Articles L.3342-1 and D.3331-3 of the French Labor Code.

The entities eligible for the offering are those that have enrolled in the P.E.E.G. or in the P.I.A.G. including the amendments thereto.

◆ Preferential subscription rights for existing shareholders: the issue of shares will be made without preferential subscription rights for existing shareholders, in favor of members of an employee savings scheme pursuant to the provisions of Article L.225-138-1 of the French Commercial Code.

◆ Terms of subscription:

- For the classic offer (other than Germany, Italy, South Korea, Spain and the United States) the new shares will be subscribed through FCPEs of which the employees will receive units. The employees will have direct voting rights at AXA’s shareholders’ meetings.

In Germany, Italy, South Korea, Spain and the United States, the shares will be subscribed directly by employees and will be held in registered accounts. They will have direct voting rights.

- For the guarantee plus offer other than in China, Italy, South Korea, the United States and Sweden where the guarantee plus formula will not be offered, the new shares will be subscribed through FCPEs of which the employees will receive units. The employees will have direct voting rights at AXA’s shareholders’ meetings.

◆ Investment limit: in accordance with Article L.3332-10 of the French Labor Code, aggregate voluntary contributions by each eligible employee may not exceed one-fourth of that eligible employee’s annual gross compensation or pension benefits*, as the case may be (such investment limits could be lower pursuant to local laws). For the guarantee plus offer, the investment limit of one-fourth of the employee’s annual gross compensation or pension benefits is calculated after taking into account the complementary contribution of the partner bank (Natixis). During the retraction/subscription period, eligible employees will have the possibility to invest (i) in the classic plan under the same terms and conditions as those applicable during the reservation period and/or (ii) in the guarantee plus plan with an investment ceiling reduced to 2.5% of their annualized eligible compensation (contribution of the partner bank included).

◆ Minimum holding period of shares: participating employees will be obliged to hold their shares or FCPE units for a period of approximately five years, i.e. until June 1st, 2028 in France, until July 1st, 2028 for the rest of the world and until November 24, 2028 in Belgium, except in the case of a specified early exit event.

➢   TIMETABLE FOR THE OFFERING

◆ Unknown Subscription Price reservation period: from August 23, 2023 (inclusive) to September 6, 2023

(inclusive).

◆ Fixing period to determine the Reference Price: from September 13, 2023 (inclusive) to October 10, 2023

(inclusive) (subject to the fixing of the retraction/subscription period by the decision of AXA’s Chief Executive

Officer acting upon delegation of the Board of Directors, which should occur on October 11, 2023).

◆ Retraction/subscription period: expected to run from October 12, 2023 (inclusive) to October 16, 2023

(inclusive), subject to the decision of AXA’s Chief Executive Officer acting upon delegation of the Board of

Directors.

◆ Date of the capital increase: expected on November 24, 2023.

➢   HEDGING TRANSACTIONS

The implementation of the guarantee plus offer may lead the financial institution acting as the counterparty to the swap transaction (Natixis) to undertake hedging transactions, including prior to the implementation of the plan, in particular as from the beginning of the fixing period, and over the entire course of the plan.

➢   LISTING

Listing of the new shares on compartment A of Euronext Paris (ISN FR0000120628) will be requested as soon as possible after the capital increase expected on November 24, 2023 and will be completed at the latest by December 31st, 2023 on the same line as the existing shares.

➢ OTHER INFORMATION

The FCPE regulations (and key information documents related to the FCPEs) through which the employees may participate in the offering received the approval of the AMF (Autorité des marchés financiers) on June 20 and July 11, 2023.

This press release is made in reliance of the exemption from publishing a prospectus provided for in Article 1.4 (i) and 1.5(h) of the Prospectus Regulation (EU) 2017/1129. This press release represents the document required to qualify for the exemption from the requirement to publish a prospectus as defined in the Prospectus Regulation (EU) 2017/1129.

➢   CONTACT

For questions relating to the present offering, please contact your Human Resources Department.

(*) please refer to the document